Rule2022-22194
Adoption of Updated EDGAR Filer Manual
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
October 13, 2022
Effective
October 13, 2022
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission ("Commission") is adopting amendments to Volume II of the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") Filer Manual ("Filer Manual") and related rules and forms. The EDGAR system was upgraded on September 19, 2022.
Full Text
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<title>Federal Register, Volume 87 Issue 197 (Thursday, October 13, 2022)</title>
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[Federal Register Volume 87, Number 197 (Thursday, October 13, 2022)]
[Rules and Regulations]
[Pages 61977-61979]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-22194]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11101; 34-95817; 39-2546; IC-34703]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting amendments to Volume II of the Electronic Data Gathering,
Analysis, and Retrieval system (``EDGAR'') Filer Manual (``Filer
Manual'') and related rules and forms. The EDGAR system was upgraded on
September 19, 2022.
DATES: Effective date: October 13, 2022. The incorporation by reference
of the Filer Manual is approved by the Director of the Federal Register
as of October 13, 2022.
FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments
to Volume II of the Filer Manual and related rules, please contact
Rosemary Filou, Deputy Director and Chief Counsel, or Jane Patterson,
Senior Special Counsel, in the EDGAR Business Office at (202) 551-5188.
For questions regarding the electronic submission of Form 13F
confidential treatment requests and applications for orders under the
Investment Adviser's Act of 1940, or Forms N-MFP and N-CEN, please
contact Heather Fernandez, Financial Analyst, in the Division of
Investment Management at (202) 551-6708. For questions regarding the
electronic filing requirement of online Form 144, please contact
Christian Windsor, Senior Special Counsel, in the Division of
Corporation Finance at (202) 551-3419 and Heather Mackintosh, EDGAR
Liaison in the Division of Corporation Finance at (202) 551-8111. For
questions concerning taxonomies or schemas, please contact the Office
of Structured Disclosure in the Division of Economic and Risk Analysis
at (202) 551-5494.
SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual,
Volume II: ``EDGAR Filing,'' Version 63 (September 2022) and amendments
to 17 CFR 232.301 (``Rule 301''). The updated Filer Manual volume is
incorporated by reference into the Code of Federal Regulations.
I. Background
The Filer Manual contains information needed for filers to make
submissions on EDGAR. Filers must comply with the applicable provisions
of the Filer Manual in order to assure the timely acceptance and
processing of filings made in electronic format.\1\ Filers should
consult the Filer Manual in conjunction with our rules governing
mandated electronic filings when preparing documents for electronic
submission.
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\1\ See Rule 301 of Regulation S-T.
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II. Edgar System Changes and Associated Modifications to Volume II of
the Filer Manual
EDGAR was updated in Releases 22.2.1, 22.2.2, and 22.3, and
corresponding amendments to Volume II of the Filer Manual are being
made to reflect these changes, as described below.\2\
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\2\ Release 22.2.1 was deployed on July 15, 2022, and Release
22.2.2 was deployed on Aug. 15, 2022.
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On June 23, 2022, the Commission adopted amendments to rules to
require
[[Page 61978]]
the filing of certain applications, confidential treatment requests and
forms from paper to electronic submission.\3\ The amended rules also
require institutional investment managers to file confidential
treatment requests for filings made under section 13(f) of the
Securities Exchange Act of 1934 electronically on EDGAR. In order to
assist filers to access and file the confidential treatment requests
for Form 13F and amendments thereto, EDGAR Release 22.3 introduced new
submission types Form 13F Confidential Treatment Request and Amendment
to Form 13F Confidential Treatment Request, including a de novo
request, for filing on EDGAR.
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\3\ Electronic Submission of Applications for Orders under the
Advisers Act and the Investment Company Act, Confidential Treatment
Requests for Filings on Form 13F, and Form ADV-NR; Amendments to
Form 13F, Release 34-95148 (June 23, 2022) [87 FR 38943 (June 30,
2022)].
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The Commission also adopted amendments to require the electronic
submission of applications for orders under the Investment Advisers Act
of 1940 on EDGAR under the following submission types, as applicable:
40-APP, 40-APP/A, 40-OIP, 40-OIP/A, 40-6B, and 40-6B/A. The Filer
Manual is being updated accordingly.
On June 2, 2022, the Commission adopted rule and form amendments
that mandate the electronic filing or submission of documents that are
currently permitted as electronic filings or submissions.\4\ As part of
the rule, the Commission mandated the electronic filing of Form 144
with respect to securities issued by issuers subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. In accordance
with these requirements, the Form 144 was revised as a new fillable
form and will be made available on the EDGAR Online Forms website for
electronic filing on EDGAR. Filers also may file the new version of
Form 144 as a filer-constructed XML filing using related technical
specifications and transmit the filing via the EDGAR Online Forms
<radical> Transmit XML Submission link, or via EDGARLink Online
<radical> EDGARLink Online Form Submission <radical> Transmit as a Live
Submission. The Filer Manual will be updated with instructions for the
electronic submission of Form 144 accordingly.
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\4\ Updating EDGAR Filing Requirements and Form 144 Filings,
Release 33-11070 (June 2, 2022) [87 FR 35393 (June10, 2022)].
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On March 29, 2022, the Commission adopted technical amendments to
various rules and forms, including amendments to Form N-MFP and Form N-
CEN to clarify instructions and correct typographical errors.\5\
Conforming text changes were made in EDGAR to the style sheets for Form
N-MFP and Form N-CEN and the online application for Form N-CEN.
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\5\ Technical Amendments to Commission Rules and Forms, Release
33-11047 (Mar. 29, 2022) [87 FR 22444 (Apr. 15, 2022)].
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EDGAR Release 22.3 also made general functional enhancements to
EDGAR, for which revisions are being made to the Filer Manual.
Pursuant to EDGAR Release 22.2.2, EDGAR was updated on August 15,
2022, to accept the 2022Q3 supplemental versions of the U.S. Generally
Accepted Accounting Principles Financial Reporting and SEC Reporting
Taxonomies. Please see <a href="https://www.sec.gov/info/edgar/edgartaxonomies.shtml">https://www.sec.gov/info/edgar/edgartaxonomies.shtml</a> for a complete list of supported standard
taxonomies. Volume II of the Filer Manual is also being amended to
address minor software changes made in EDGAR on July 15, 2022, pursuant
to EDGAR Release 22.2.1.
IV. Amendments to Rule 301 of Regulation S-T
Along with the adoption of the updated Filer Manual, we are
amending Rule 301 of Regulation S-T to provide for the incorporation by
reference into the Code of Federal Regulations of the current
revisions. This incorporation by reference was approved by the Director
of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR
part 51.
The updated EDGAR Filer Manual is available at <a href="https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual">https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual</a>.
V. Administrative Law Matters
Because the Filer Manual and rule amendments relate solely to
agency procedures or practice and do not substantially alter the rights
and obligations of non-agency parties, publication for notice and
comment is not required under the Administrative Procedure Act
(``APA'').\6\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \7\ or a report to
Congress under the Small Business Regulatory Enforcement Fairness Act
of 1996.\8\
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\6\ 5 U.S.C. 553(b)(A).
\7\ 5 U.S.C. 601 through 612.
\8\ 5 U.S.C. 804(3)(C).
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The effective date for the updated Filer Manual and related rule
amendments is October 13, 2022. In accordance with the APA,\9\ we find
that there is good cause to establish an effective date less than 30
days after publication of these rules. The Commission believes that
establishing an effective date less than 30 days after publication of
these rules is necessary to coordinate the effectiveness of the updated
Filer Manual with the related system upgrades.
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\9\ 5 U.S.C. 553(d)(3).
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VI. Statutory Basis
We are adopting the amendments to Regulation S-T under the
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of
1933,\10\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\11\ Section 319 of the Trust Indenture
Act of 1939,\12\ and Sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\13\
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\10\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\11\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\12\ 15 U.S.C. 77sss.
\13\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
Text of the Amendments
In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
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1. The general authority citation for part 232 continues to read as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 80b-4, 80b-6a, 80b-10, 80b-11, 7201
et seq.; and 18 U.S.C. 1350, unless otherwise noted.
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2. Section 232.301 is revised to read as follows:
Sec. 232.301 EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets forth
the technical formatting requirements for electronic submissions. The
requirements for becoming an EDGAR Filer and updating company data are
set forth in the EDGAR Filer Manual, Volume I: ``General Information,''
Version 40 (March 2022). The requirements for filing on EDGAR are set
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,''
Version 63 (September 2022). All of these provisions have been
incorporated by reference into the Code of Federal Regulations, which
action was approved
[[Page 61979]]
by the Director of the Federal Register in accordance with 5 U.S.C.
552(a) and 1 CFR part 51. You must comply with these requirements in
order for documents to be timely received and accepted. The EDGAR Filer
Manual is available at <a href="https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual">https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual</a>. You can also inspect the document at the
National Archives and Records Administration (NARA). For information on
the availability of this material at NARA, email
<a href="/cdn-cgi/l/email-protection#bfd9cd91d6d1cccfdadccbd6d0d1ffd1decdde91d8d0c9"><span class="__cf_email__" data-cfemail="abcdd985c2c5d8dbcec8dfc2c4c5ebc5cad9ca85ccc4dd">[email protected]</span></a>, or go to: <a href="https://www.archives.gov/federal-register/cfr/ibr-locations.html">https://www.archives.gov/federal-register/cfr/ibr-locations.html</a>.
By the Commission.
Dated: September 19, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-22194 Filed 10-12-22; 8:45 am]
BILLING CODE 8011-01-P
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